8-K: Z Squared Inc. Pivots to Crypto Mining Post-Merger

Z Squared Inc. completes its reverse merger with Coeptis Therapeutics Holdings, Inc., rebranding and shifting its core business to large-scale Dogecoin and Litecoin cryptocurrency mining operations.

Summary

• Coeptis Therapeutics Holdings, Inc. completed a reverse merger with Z Squared Inc. (Wyoming) on April 24, 2026, with Z Squared (Wyoming) surviving as a wholly-owned subsidiary (OpCo).
• Coeptis Therapeutics Holdings, Inc. subsequently changed its name to Z Squared Inc. (Delaware) and its Nasdaq trading symbol from COEP to ZSQR, effective April 27, 2026.
• The company's core business has transitioned to development-stage, vertically integrated cryptocurrency mining, focusing on Dogecoin (DOGE) and Litecoin (LTC).
• OpCo acquired 9,800 specialized ASIC miners (8,228 L7s, 849 L9s, and 723 DG1+ units) from BSG Series CM, LLC in exchange for 44,062,947 shares of OpCo Common Stock at a cost basis of $16.31 per share.
• A valuation firm ascribed a value of approximately $660,300,000 for OpCo's mining machine assets as of January 31, 2025, based on the assumption of L9 ASIC miners optimized to L9-equivalent performance.
• Mining operations are planned across six locations in North Carolina, South Carolina, and Iowa, with an expected average energy cost of $0.088 per kWh under a Master Services Agreement with Minting Dome.
• Mined crypto assets will be promptly converted to fiat or stablecoins, typically within two weeks, to mitigate price volatility.
• Breakeven DOGE prices were analyzed at approximately $0.1462 (DOGE-only) and $0.1304 (DOGE with LTC credit), based on April 18-27, 2026 data and the $0.088/kWh energy cost.
• As of April 27, 2026, DOGE was priced at $0.098985 and LTC at $55.52, indicating current market prices are below the calculated breakeven points for DOGE.
• DOGE is expected to contribute 85-90% of daily mining revenue, with LTC as the secondary component.
• The company will use institutional-grade custody services from Anchorage Digital, which maintains a $100 million commercial crime insurance policy covering digital assets.
• Prior to the merger, Coeptis spun out substantially all of its biopharmaceutical operations (excluding GEAR Therapeutics, Inc.) to a new subsidiary, Coeptis Holdings, Inc. (CHI).
• New executive officers and directors have been appointed for Z Squared Inc. (Pubco) following the merger.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with cautious optimism. While the strategic pivot to crypto mining offers high growth potential and is supported by experienced management and significant asset acquisition, the company's substantial historical losses, going concern doubt, and current crypto prices below breakeven introduce considerable risk and uncertainty.

Positives

• The company has completed a strategic pivot into the cryptocurrency mining sector, which may offer significant growth potential.
• New management team, including CEO David Halabu and COO Michelle Burke, brings experience in real estate, capital markets, and crypto mining operations (Ms. Burke previously led Minting Dome).
• The company has acquired a substantial fleet of 9,800 specialized ASIC miners, valued at approximately $660.3 million as of January 31, 2025, providing a strong operational base.
• Operational strategy emphasizes fleet optimization, in-house repair programs, dynamic power management, and real-time performance reporting to maximize efficiency and hardware longevity.
• The company has secured a Master Services Agreement with Minting Dome for hosting and operational support, including electrical power at a fixed rate of $0.088 per kWh.
• Institutional-grade custody services are provided by Anchorage Digital, a federally chartered crypto bank, with a $100 million commercial crime insurance policy, enhancing asset security and regulatory compliance.
• The company's altcoin-centric mining strategy (DOGE and LTC) aims to maximize profitability by reallocating hash power based on ROI and reduce asset-specific risk compared to single-asset miners.
• Directors and officers are covered by indemnification agreements and directors and officers liability insurance, which helps attract and retain qualified personnel.

Negatives

• The company has a limited operating history in cryptocurrency mining, with anticipated operations beginning in Q2 2026, making future performance uncertain.
• Historical financial statements of Coeptis show significant net losses: $12,277,192 for 2025 and $10,877,412 for 2024, with an accumulated deficit of $109,953,728 as of December 31, 2025.
• The company's independent registered public accounting firm's report includes an explanatory paragraph indicating substantial doubt about its ability to continue as a going concern.
• Current market prices for DOGE ($0.098985) are below the calculated breakeven prices ($0.1462 for DOGE-only, $0.1304 for DOGE with LTC credit), suggesting operations may not be immediately profitable under current conditions.
• The company expects to incur significant additional operating losses over the next five years and does not anticipate positive cash flow for the foreseeable future.
• There is no assurance that the company can successfully execute its business plan or generate sufficient revenue to achieve profitability.
• The company will require additional short-term and long-term financing to fund operations and strategic growth initiatives, with no definitive sources established, posing a risk of dilution or inability to fund growth.
• BSG Series CM, LLC, a major shareholder (80.73% post-merger before distribution), is a defendant in ongoing SEC litigation, which could expose the company to reputational and operational risks.
• The business plan is not based on independent market studies, relying instead on management's judgment and assumptions, which may prove incorrect.
• The company does not currently intend to pay dividends on its common stock, limiting investor returns to stock appreciation.
• The unaudited pro forma financial information may not be representative of actual results due to preliminary estimates and assumptions.
• Michelle Burke, the COO of Pubco, also serves as CEO of Minting Dome, the company's exclusive hosting provider, creating a related party transaction where payments to Minting Dome are expected to be a material operating expense.

Risks

• OpCo is an early-stage company with a limited history of generating profits and no previous existing operations in crypto mining.
• There is substantial doubt about the company's ability to continue as a going concern due to the need for additional capital and historical losses.
• The company may be unable to access sufficient additional capital to fund its operations or future strategic growth initiatives, leading to dilution or debt covenants.
• Loss of any management or advisory team members, or inability to attract and retain qualified personnel, could adversely affect the business.
• The company has incurred significant losses in prior periods and expects to incur significant additional operating losses, with no certainty of achieving or maintaining profitability.
• The business plan is not based on independent market studies, relying on management's judgment and assumptions that may be incorrect.
• The Board of Directors may change company policies, including those on investments, leverage, financing, growth, debt, and capitalization, without shareholder approval.
• The company does not currently have any intellectual property rights in its name for its current assets, relying on third-party agreements.
• The company could become subject to securities litigation or shareholder activism, incurring significant expense and diverting management resources.
• The price of common stock may be volatile or decline regardless of operating performance, and an active trading market may not develop or be sustained.
• The company will incur increased costs and management time due to operating as a public company and new compliance initiatives.
• Future sales and issuances of common stock or rights to purchase common stock could result in dilution of existing stockholders' ownership.
• The company does not currently intend to pay dividends on its common stock, limiting returns to stock appreciation.
• The unaudited pro forma condensed combined financial information may not be representative of actual results after the merger.
• Delaware law and the company's corporate documents contain anti-takeover provisions that could limit stockholder actions and delay or discourage takeover attempts.
• Nasdaq may delist the company's securities from trading, which could limit investors' ability to transact and subject the company to additional trading restrictions.
• The company's future success depends heavily on the value of cryptocurrency (DOGE and LTC), which is historically volatile and subject to pricing risk.
• Dogecoin has an unlimited supply, which creates inflation pressure on its price and decreases the incentive to hold it.
• The rapidly evolving and uncertain regulatory landscape for cryptocurrencies exposes OpCo to legal risks, compliance costs, and potential business disruptions, including the risk of crypto assets being classified as securities.
• Disruptions in crypto asset markets, including financial instability, poor business practices, and fraudulent activities of other players, could adversely affect the company.
• Lack of regulation of digital asset exchanges may expose the company to negative publicity and price volatility.
• There is a lack of liquid markets for, and possible manipulation of, cryptocurrency.
• Acceptance and/or widespread use of Dogecoin and Litecoin are uncertain, limiting their role as a medium of exchange.
• The reward for successfully uncovering a block on Litecoin will decrease in the future due to halving events, and its value may not adjust to compensate for the reduction.
• Cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times.
• Cryptocurrencies built on blockchain networks using custom smart contract languages or novel architectures may have increased risk of bugs, vulnerabilities, or instability.
• Merge mining of DOGE and LTC may create dependency, leading to ripple effects of security and reliability issues from LTC to DOGE.
• A change of a blockchain from a Proof-of-Work to a Proof-of-Stake consensus mechanism could negatively impact the company's business and asset value.
• Transaction fees may decrease demand for Dogecoin and Litecoin.
• The development of other cryptocurrencies and/or digital currencies may adversely affect the value of Dogecoin and Litecoin.
• A malicious actor obtaining control of over 50% of the processing power on a digital asset network could manipulate the blockchain.
• The decentralized nature of cryptocurrency systems may lead to slow or inadequate responses to crises.
• The open-source structure of Dogecoin and Litecoin network protocols may lead to a failure to properly monitor and upgrade the protocol.
• Mining equipment may become obsolete quickly due and the global supply chain for hardware is vulnerable to disruption.
• The company's business is dependent on a small number of digital asset mining equipment suppliers.
• Mining machines rely on components and raw materials subject to price fluctuations or shortages.
• Reliance primarily on a single model of miner may subject operations to increased risk of design flaws.
• Mining data centers may experience damages not covered by insurance, such as from natural disasters or attacks.
• The company may not be able to compete with other companies, some of whom have greater resources and experience.
• The company's operations and profitability may be adversely affected by competition from other methods of investing in Dogecoin and Litecoin.
• The company may not adequately respond to price fluctuations and rapidly changing technology.
• The company may not be able to realize the benefits of forks in a digital asset network.
• The impacts of climate change may result in additional costs or risks due to energy consumption and potential regulatory restrictions.
• The company may inadvertently violate the Investment Company Act of 1940 if its investment securities exceed 40% of its total assets.
• Regulatory changes may require the company's registration as a money services business or money transmitter under state law.
• The company is subject to an extensive, highly evolving, and uncertain regulatory and business landscape, with potential for adverse changes or non-compliance.
• Banks and financial institutions may not provide banking services, or may cut off services, to businesses engaged in Dogecoin and Litecoin-related activities.
• It may be illegal now, or in the future, to acquire, own, hold, sell, or use Dogecoin or Litecoin in one or more countries.
• Interactions with a blockchain may expose the company to specially designated nationals or blocked persons, or cause violations of laws not contemplating distributed ledger technology.
• Management and compliance personnel have limited experience handling a listed cryptocurrency mining-related services company.

Future Outlook

The company's planned business operations over the next 12 months focus on deploying and activating its fleet of approximately 9,800 ASIC miners across multiple hosting sites in the United States, with full activation targeted by the end of Q2 2026. Concurrently, the company will evaluate and plan for additional revenue-generating opportunities, including potential retail-facing services and risk mitigation strategies related to evolving consensus models within the Dogecoin ecosystem. Near-term operations are intended to be funded through equity financing, though there is no assurance of securing the required funding, which could delay or alter the business strategy.

Management Comments

• Management believes its strategic positioning, technological capabilities, and commitment to sustainable practices offer significant competitive advantages in the digital asset mining industry.
• Management acknowledges that the market for highly qualified personnel in the cryptocurrency industry is very competitive and the company may be unable to attract such personnel.
• Management believes that cash on hand will be sufficient to meet short-term financial requirements through at least Q2 2026, assuming no strategic transactions are pursued.
• Management believes that its measures designed to limit counterparty risks are appropriate, particularly regarding custody services.
• Management acknowledges that its contractual relationship with BSG Series CM may expose it to certain reputational and operational risks associated with ongoing legal proceedings and monitoring.

Industry Context

StockSavvy.ai notes that Z Squared Inc.'s pivot to cryptocurrency mining positions it in a highly competitive and rapidly evolving industry. While many major firms focus on Bitcoin, Z Squared's altcoin-centric strategy (Dogecoin and Litecoin) aims to differentiate it by maximizing profitability through dynamic hash power reallocation and specialized ASIC hardware. The industry faces significant regulatory uncertainty, with ongoing discussions about classifying digital assets as securities, which could impose substantial compliance costs. Energy consumption remains a critical factor, and Z Squared's focus on dynamic power strategies and competitive energy costs is a key competitive advantage. The market is also characterized by technological obsolescence and supply chain vulnerabilities for mining hardware, requiring continuous investment and adaptation. The reliance on third-party mining pools and custody providers is standard but introduces counterparty risk.

Comparison to Industry Standards

• The company's energy cost of $0.088/kWh is a critical metric for competitiveness in the crypto mining industry, where energy costs are a primary driver of profitability. This rate is secured through a Master Services Agreement with Minting Dome.
• The company's fleet includes Bitmain's L9 ASIC miners, which are noted for high efficiency (0.21 J/MH), indicating a focus on competitive hardware performance compared to generalized equipment used by some competitors.
• The use of Anchorage Digital Bank National Association for custody services, a federally chartered crypto bank with a $100 million commercial crime insurance policy, aligns with institutional-grade security and regulatory compliance standards, differentiating it from custodians with less comprehensive coverage or regulatory oversight.
• The strategy of promptly converting mined crypto assets to fiat or stablecoins (within two weeks) is a risk-averse approach to mitigate price volatility, contrasting with some industry players who hold assets for extended periods, exposing them to greater market fluctuations.

Management Changes

Corporate Governance

Legal Proceedings

• OpCo is party to an Asset-For-Share Exchange Agreement with BSG Series CM, LLC, which is currently a defendant in ongoing litigation initiated by the Securities and Exchange Commission (SEC v. David Feingold, et al., Case No. 1:25-cv-20436-DPG (S.D. Fla.)).
• BSG Series CM, LLC is subject to regulatory monitoring and oversight pursuant to court orders issued in connection with this litigation.
• While OpCo is not a party to the litigation, its contractual relationship with BSG Series CM may expose it to certain reputational and operational risks associated with the ongoing legal proceedings and monitoring.

Related Party Transactions

• Michelle Burke, the Chief Operating Officer and a director of Pubco, also serves as the Chief Executive Officer and a board member of Minting Dome.
• OpCo is party to a Master Services Agreement (MSA) with Minting Dome, which provides exclusive technical and operational support, including electrical power, internet access, management, and maintenance services for OpCo's ASIC miners.
• Payments to Minting Dome under the MSA are expected to represent a material operating expense to OpCo, although the company believes the terms were negotiated on an arms-length basis.

Stakeholder Impact

• Shareholders: Significant business model change introduces new risks and opportunities. Potential for dilution from future equity raises. Value of investment is highly dependent on volatile cryptocurrency prices. Lock-up and leak-out restrictions apply to BSG Series CM, LLC and its transferees, potentially affecting market liquidity.
• Employees: New management team and strategic focus may lead to changes in roles and responsibilities. Executive compensation packages are designed to incentivize performance in the new crypto mining business.
• Customers: The company's new focus on cryptocurrency mining means its 'customers' are essentially the mining pools and the broader crypto ecosystem, with revenue derived from block rewards and transaction fees.
• Suppliers: Reliance on a small number of digital asset mining equipment suppliers and hosting providers (like Minting Dome) creates dependency and supply chain risks.
• Creditors: The 'going concern' doubt and historical losses indicate increased risk for creditors. Future debt financing could introduce restrictive covenants.

Next Steps

• Execute hosting agreements and energize facilities in multiple states during Q1 2026.
• Install approximately 9,000 ASIC units across hosting sites during Q1 2026.
• Inventory and document all OpCo assets during Q1 2026.
• Link all operational machines to selected mining pool(s) during Q1 2026.
• Establish daily miner health monitoring protocols and uptime reporting during Q1 2026.
• Investigate a strategy for adding additional ASIC units to the fleet as sourcing opportunities arise during Q1 2026.
• Finalize remote management processes for real-time visibility during Q1 2026.
• Achieve full activation of the mining fleet by the end of Q2 2026.
• Evaluate and plan for additional revenue-generating opportunities, including potential retail-facing services, during Q2 2026.
• Evaluate risk mitigation strategies related to evolving consensus models within the Dogecoin ecosystem during Q2 2026.
• Seek near-term equity financing to fund operations and strategic growth initiatives.
• The option for Coeptis Holdings, Inc. (CHI) to acquire GEAR Therapeutics, Inc. becomes exercisable on October 24, 2026, for a period of 24 months.

Key Dates

Recommendation

The company is undergoing a significant strategic transformation from biopharmaceuticals to cryptocurrency mining, which is a high-risk, high-reward sector. While the acquisition of substantial mining assets and the appointment of experienced management in the crypto space are positive, the company's historical financial performance (significant losses, accumulated deficit, and going concern doubt) and the current market conditions where crypto prices are below the calculated breakeven point for mining operations present considerable challenges. The inherent volatility of cryptocurrency markets and the evolving regulatory landscape add further uncertainty. A 'hold' recommendation is appropriate for seasoned investors who understand the speculative nature of this pivot and are willing to monitor the execution of the new business plan and market developments closely, given the potential for both substantial gains and losses.

Keywords

Cryptocurrency Mining, Dogecoin, Litecoin, ASIC Miners, Reverse Merger, Z Squared Inc., Blockchain Technology, Digital Assets, SEC Filing, Corporate Governance, Risk Management, Financial Reporting